Kosmos Energy sells 97.5M shares in stock offering

Kosmos Energy Ltd. completed a large equity offering, issuing and selling 97,500,000 shares of common stock in a registered public offering under an effective shelf registration statement on Form S-3.

Rhea-AI Filing Summary

Kosmos Energy Ltd. completed a large equity offering, issuing and selling 97,500,000 shares of common stock in a registered public offering under an effective shelf registration statement on Form S-3. The company granted underwriters an option for an additional 14,625,000 shares, which was exercised in full. The offering, led by Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated as representatives of the underwriters, closed on March 12, 2026.

Insights

Equity capital markets analyst

Kosmos executes a sizable common stock offering that adds equity capital but dilutes existing holders.

Kosmos Energy entered an underwriting agreement on March 10, 2026 to issue 97,500,000 common shares under an effective shelf registration. Underwriters received a 14,625,000 share option, a standard overallotment feature in large equity deals, and exercised it in full by March 11, 2026.

The transaction represents a substantial primary share issuance, which typically broadens the equity base and can support balance sheet flexibility, while diluting existing shareholders’ ownership percentages. No share price or gross proceeds are disclosed in the excerpt, so the economic terms and valuation impact cannot be assessed from this information alone.

The offering closed on March 12, 2026, with Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated acting as joint bookrunners. Subsequent periodic reports will be the place to look for details on how the additional equity capital affects leverage metrics, interest costs, and any strategic initiatives funded by this issuance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kosmos Energy Ltd. (KOS) announce in this 8-K filing?

Kosmos Energy announced it entered an underwriting agreement to issue and sell 97,500,000 shares of common stock in a registered public offering, under an effective Form S-3 shelf registration statement, with underwriters led by Barclays Capital and Stifel, Nicolaus & Company.

How many Kosmos Energy (KOS) shares are included in the underwriters’ option?

The underwriters received an option to purchase 14,625,000 additional Kosmos Energy common shares. The filing states that this option, often called an overallotment option, was exercised in full by the underwriters on March 11, 2026, expanding the total shares sold.

When did Kosmos Energy (KOS) close its registered public offering?

Kosmos Energy closed its registered public offering of common stock on March 12, 2026. This followed the March 10, 2026 underwriting agreement and the full exercise of the underwriters’ 14,625,000 share option on March 11, 2026, finalizing the equity issuance.

Under which registration statement did Kosmos Energy (KOS) conduct this offering?

The offering was conducted pursuant to an effective shelf registration statement on Form S-3, Registration File No. 333-280362. This shelf registration allowed Kosmos Energy to issue the 97,500,000 common shares in a registered public offering through the underwriting agreement.

Who served as underwriters for the Kosmos Energy (KOS) equity offering?

Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated served as representatives of the several underwriters. They acted under an underwriting agreement dated March 10, 2026, covering the 97,500,000 primary shares and the 14,625,000 share overallotment option.

What key exhibits related to the Kosmos Energy (KOS) offering were filed?

Key exhibits include the underwriting agreement as Exhibit 1.1, the legal opinion of Davis Polk & Wardwell LLP as Exhibit 5.1, the related consent in Exhibit 23.1, and the cover page Inline XBRL data file listed as Exhibit 104, supporting the registered public offering disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/12/2026 - 04:34 PM Learn about SEC filing dates

false 0001509991 0001509991 2026-03-10 2026-03-10 0001509991 KOS:CommonStock0.01ParValueMember 2026-03-10 2026-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2026 (March 10, 2026)

KOSMOS ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-35167		98-0686001
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8176 Park Lane
Dallas, Texas		75231
(Address of Principal Executive Offices)		(Zip Code)

Title of each class		Trading Symbol		Name of each exchange on which registered:
Common Stock $0.01 par value		KOS		New York Stock Exchange
				London Stock Exchange

Registrant’s telephone number, including area code: +1 214 445 9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On March 10, 2026, Kosmos Energy Ltd. (“Kosmos” or “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters listed in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 97,500,000 shares of common stock, par value $0.01 (the “shares”), in a registered public offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-280362) (the “Shelf Registration Statement”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 14,625,000 shares of common stock of the Company (the “Option”). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On March 11, 2026 the Underwriters exercised the Option in full.

On March 12, 2026 the Company closed the Offering.

Item 9.01 Financial Statements and Other Exhibits.

(c) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 10, 2026, between Kosmos Energy Ltd., Barclays Capital Inc., and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters listed in Schedule A thereto.
5.1		Opinion of Davis Polk & Wardwell LLP
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 12, 2026

	KOSMOS ENERGY LTD.
	By:	/s/ NEAL D. SHAH
		Neal D. Shah
		Senior Vice President and Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 201.4 KB
• EX-5.1 EXHIBIT 5.1 8.0 KB
• EX-101 XBRL SCHEMA FILE 3.4 KB
• EX-101 XBRL DEFINITION FILE 25.6 KB
• EX-101 XBRL LABEL FILE 35.1 KB
• EX-101 XBRL PRESENTATION FILE 24.2 KB